Sphere (SPHR) Insider: Trust Receives 46,697 Class B Shares Repayment

Rhea-AI Filing Summary

Sphere Entertainment Co. insider transfer of Class B shares to trusts: This Form 4 reports that on September 8, 2025 a trust for which Kathleen Margaret Dolan serves as a trustee received 46,697 shares of Class B Common Stock as partial repayment of a promissory note. Class B shares are convertible one-for-one into Class A Common Stock, and the shares were valued for the repayment at $52.2025 per share (the mean of the high and low trading price of Class A on that date).

The filing shows the trusts hold 2,810,212 shares of Class A Common Stock following the transaction. The reporting person indicates indirect ownership through the trusts and expressly disclaims beneficial ownership of the securities held by those trusts. The Form 4 was signed by an attorney-in-fact on behalf of the reporting person on September 10, 2025.

Insights

Securities Analyst

TL;DR: A trustee received 46,697 Class B shares in repayment of a loan; trusts now hold 2,810,212 Class A shares; reporting person disclaims beneficial ownership.

The transaction is a non-sale transfer where Class B shares were received by a trust as partial repayment of a promissory note and valued at $52.2025 per share based on Class A trading that day. Because Class B is convertible one-for-one into Class A, the economic exposure could be equivalent to common equity, but the filer disclaims beneficial ownership and reports the holdings as indirect via trusts. For investors, this is a corporate insider housekeeping transaction rather than an open-market buy or sale and does not, by itself, change outstanding share count or immediately signal insider accumulation or disposition.

Corporate Governance Specialist

TL;DR: Transfer reflects loan repayment into trusts; disclosure and disclaimer indicate governance/estate structuring, not an actionable insider sale.

The filing documents an in-kind repayment of debt by issuance or transfer of Class B Common Stock to a trust for which the reporting person is a trustee. The explicit disclaimer of beneficial ownership is important for Section 16 purposes and suggests the transfer relates to trust administration or estate planning. This is a routine, administrative insider filing and should be viewed as procedural absent additional context about changes in voting control or further conversions.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

DOLAN KATHLEEN MARGARET

(Last) (First) (Middle)

C/O RICHARD BACCARI

MLC VENTURES LLC, PO BOX 1014

(Street)

YORKTOWN HEIGHTS NY 10598

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Sphere Entertainment Co. [ SPHR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			Member of 13(d) Group

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Clas B Common Stock	(1)	09/08/2025		J(2)		46,697		(1)	(1)	Class A Common Stock	46,697	(2)	2,810,212	I(3)	By Trusts

Explanation of Responses:

1. Sphere Entertainment Co. Class B Common Stock ("Class B Common Stock") is convertible at the option of the holder on a share for share basis into Sphere Entertainment Co. Class A Common Stock ("Class A Common Stock").

2. On September 8, 2025, a trust for which the Reporting Person is a trustee received the shares of Class B Common Stock in partial repayment of a promissory note. For purposes of the repayment, the shares were valued at $52.2025 per share, the mean of the high and low trading price for the Class A Common Stock on September 8, 2025.

3. Reflects securities held by trusts for which the Reporting Person serves as co-trustee. The Reporting Person disclaims beneficial ownership of all securities of Sphere Entertainment Co. beneficially owned or deemed to be beneficially owned by the trusts and this filing shall not be deemed to be an admission that she is, for purposes of Section 16 or for any other purpose, the beneficial owner of such securities.

	/s/ Richard Baccari, Attorney-in-fact	09/10/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What transaction did Kathleen M. Dolan report on Form 4 for SPHR?

The Form 4 reports that on September 8, 2025 a trust for which she is a trustee received 46,697 shares of Class B Common Stock as partial repayment of a promissory note.

How were the transferred Class B shares valued in the Form 4?

The shares were valued at $52.2025 per share, the mean of the high and low trading price for Sphere's Class A Common Stock on September 8, 2025.

Are the reported shares convertible and how many Class A shares are shown after the transaction?

Yes. Class B Common Stock is convertible one-for-one into Class A Common Stock. The filing reflects trusts holding 2,810,212 shares of Class A Common Stock following the transaction.

Does the reporting person claim beneficial ownership of the trust-held shares?

No. The reporting person disclaims beneficial ownership of the securities held by the trusts and states the filing should not be deemed an admission of beneficial ownership for Section 16 purposes.

When was the Form 4 signed and filed?

The signature block shows the form was signed by an attorney-in-fact on behalf of the reporting person on September 10, 2025.